AGREEMENT
Exhibit
99.h(2)(v)
AGREEMENT
AGREEMENT
made this 18th day of December 1996 between Xxxx Xxxxxx Xxxxxxxx Inc., a
corporation organized under the laws of the State of Delaware (the “Broke”), and
Compass Capital Group, Inc. a corporation organized under the laws of the
State of Delaware (“Compass”).
WITNESSETH
WHEREAS,
the Broker is a securities firm registered under the Securities Exchange Act of
1934, as amended to date, engaged in the business of selling shares of
investment companies (“Investment Companies”) registered under the Investment
Company Act of 1940, as amended to date (the “1940 Act”); and
WHEREAS,
Compass is engaged in the business of rendering administration services to
Investment Companies (all such Investment Companies being referred to herein as
the “Funds”); and
WHEREAS,
the Broker and Compass wish to enter into an agreement with each other as a
precondition or additional condition to the Broker distributing or selling, or
continuing to distribute or sell, any of the Funds.
NOW
THEREFORE, the parties agree as follows:
1. Compass
agrees not to contact any account executives or other personnel of the Broker in
writing, by telephone, in person or by any other means or to provide such
account executives or any other personnel of the Broker with any written
materials for the purpose of soliciting and promoting the sale of any shares of
the Funds (i.e., wholesaling activities) unless approved by a branch manager
(upon whose approval you may rely), a Regional Sales Manager, a Senior Vice
President or any higher ranking officer of the Broker unless otherwise advised
by an officer of the External Mutual Funds Department. All regional or national
marketing efforts must be coordinated with and reviewed by the appropriate
Regional Sales Manager and/or an officer of the External Mutual Funds
Department. This provision is not intended to prohibit contacts related to
client servicing requirements in the normal course of business, including
routine mailings to the Broker’s employees and registered representatives of
other broker/dealers regarding developments related to specific Funds, such as
dividend changes, meetings of shareholders, as well as routine mailings to the
Broker’s employees and registered representatives of other broker/dealers
regarding the objectives, characteristics and performance of specific Funds or
to prohibit contacts related to requirements of the 1940 Act or other applicable
law, as long as, in each case, the intent is to inform rather than to solicit
new business. Information sent from Compass regarding new or existing Funds, as
long as it is not part of a promotional effort, will not be considered
solicitation of new business. Any promotional or marketing efforts for an
existing Fund and all marketing efforts related to the introduction of a new or
additional Fund (consistent with clause 3) may not be undertaken without the
prior written consent of a Senior Vice President or higher ranking officer of
the Broker. Copies of all such mailings to the Broker’s employees will be sent
to R. Xxxxxxx Xxxxxxxxx, External Mutual Funds Marketing, at Xxx Xxxxx Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
2. Compass
agrees not to directly or indirectly contact in writing, by telephone, in person
or by any other means any customers of the Broker (including employees of the
Broker) who have purchased shares of any of the Funds through the Broker in
connection with the potential purchase of shares of any additional Fund without
the prior written consent of a Senior Vice President or higher ranking officer
of the Broker. This provision is not intended to prohibit contacts related to
client servicing requirements in the normal course of business, including
materials that are routinely included in and with account statements,
confirmations, annual and semi-annual reports, year-end tax reports, and
dividend payments sent to all shareholders of any Funds, or to prohibit contacts
related to requirements of the 1940 Act or other applicable law, as long as, in
each case, the intent is to inform investors rather than to solicit new
business. Information sent from Compass regarding new or existing Funds, as long
as it is not part of a promotional effort, will not be considered solicitation
of new business. Copies of all such mailings to the Broker’s customers will be
sent to R. Xxxxxxx Xxxxxxxxx, External Mutual Funds Marketing, at Xxx Xxxxx
Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
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3. Compass
will not sell any shares of additional Funds through the Broker (other than
those currently covered by the Dealer Agreement) pursuant to any dealer
agreement between the Broker and the Funds’ distributor without the prior
written consent of a Senior Vice President or higher ranking officer of the
Broker. This is not intended to prohibit dividend reinvestment, exchanges or
direct investments into any additional Funds initiated by customers or employees
of the Broker who are already shareowners in Funds.
4. The
names and addresses and other information concerning customers of the Broker are
and shall remain sole property of the Broker, provided such information is
supplied by the Broker or by its customers with regard to such customers’
accounts with the Broker. Compass will not communicate the names, addresses and
other information concerning customers of the Broker who have purchased shares
of any of the Funds through the Broker to any third party unless required to do
so by statute, regulation or process of a court of competent jurisdiction;
Compass agrees to notify the Broker of any such compelled disclosure within ten
(10) days of the disclosure, provided such notice is possible and practical
within ten (10) days of the disclosure. This prohibition is not intended to
preclude the use of such list by outside vendors, including affiliates of
Compass, on behalf of Compass for the purpose of servicing or locating
shareholder accounts.
5. The
parties to this Agreement acknowledge that a breach of clause 2 and/or 4 will
affect the Broker; specifically, direct sales initiated willfully by Compass to
customers of the Broker and any direct sales to these customers by a third party
who has obtained such customer list from Compass constitute a material breach of
clause 2 and/or 4 (subject to the exceptions noted in clause 6 below) and may
damage the Broker in a significant manner. In the event Compass or any successor
entity or person under the control of Compass violates clause 2 and/or 4 of this
Agreement, Compass or its successor will be liable to pay out of its assets an
amount the arbitrators referred to in clause 14 below determine to be fair and
reasonable under the circumstances.
6. Any
unintentional or immaterial or accidental breach of the terms of this Agreement
on the part of Compass shall not constitute a violation of the terms of this
Agreement for the purposes of clause 5 hereof or otherwise. Notwithstanding the
foregoing, Compass agrees that Broker may be entitled to equitable relief to
limit or stop any injury to the Broker. Without limiting the generality of the
foregoing, contacting a person or entity whom Compass does not know to be a
customer of the Broker or who is also a customer of other brokers shall not be a
breach of this Agreement.
7. The
provisions of this Agreement pertaining to Broker employees shall not apply to
any person once such person is no longer associated with the Broker. The
provisions of this Agreement pertaining to customers of the Broker shall not
apply to any customer who has requested that the “Broker of Record” on their
account(s) be changed to another broker/dealer or to “No Dealer of
Record.”
8. The
term Compass as used in this Agreement shall include Compass and any successor
entity thereto and any “affiliated persons”, as defined in the 1940 Act, of
Compass or any successor entity thereto, other than the Funds.
9. This
Agreement shall survive the termination of any selling, distribution,
underwriting or service agreement to which the Broker and Compass are both
parties and is intended to supersede or modify any contrary provision set forth
in any such agreement. No provision of this Agreement shall limit the right of
the Broker or Compass to terminate any selling, distribution, or service
underwriting agreement to which the Broker and Compass are both parties. The
rights of the Broker and Compass under this Agreement are in addition to any
rights that the Broker and Compass may have under any applicable
law.
10. This
Agreement may be terminated by either party on 90 days’ written notice to the
other party; provided, however, that if this Agreement is terminated by Compass,
the provisions of clauses 2, 4, 5, 6 and 7 shall continue in effect for a period
of five years from the date hereof.
11. This
Agreement may be amended or modified only by a further written agreement between
the parties hereto.
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12. If
any clause, provision or section hereof shall be ruled invalid or unenforceable
by any court of competent jurisdiction, the invalidity or unenforceability of
such clause, provision or section shall not affect any of the remaining clauses,
provisions or sections hereof.
13. This
Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute both one and the same
instrument.
14. In
the event a dispute arises between Compass and the Broker about any of the terms
of this Agreement, the parties agree to submit the dispute to arbitration before
the New York Stock Exchange, National Association of Securities
Dealers, Inc. or the American Arbitration Association at the option of the
party alleged to have breached the Agreement. Broker’s application to a court of
law for an injunction or temporary restraining notice will not constitute a
waiver by Broker of its right to arbitration as set forth in this paragraph.
Judgment on the arbitration award may be entered in any state or federal court
having jurisdiction.
15. The
Broker and Compass mutually warrant that each will keep this Agreement
confidential, except that Compass shall make this agreement available to the
distributor of its Funds, Compass Distributors, Inc. In the event the
Broker or Compass is required by law, regulation, rule or process of a
court of competent jurisdiction to disclose confidential information about the
Agreement to any third party, each agree to promptly notify the other party and
cooperate in the event a protective order or other similar remedy is
sought.
16. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date first above written.
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XXXX
XXXXXX XXXXXXXX INC.
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Xxx
Xxxxx Xxxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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By:
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/s/
Xxxxxxx X. XxXxxxxxx
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Name:
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Xxxxxxx
X. XxXxxxxxx
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Title:
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President
and Chief Operating
Officer,
Xxxx Xxxxxx Capital
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COMPASS
CAPITAL GROUP, INC.
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000
Xxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
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Xxxxx
X. Xxxxxx
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Title:
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President
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4
AMENDMENT
TO BROKER-DEALER AGREEMENT
WHEREAS, Xxxxxx Xxxxxxx XX
Inc., formerly Xxxx Xxxxxx Xxxxxxxx, Inc., (“Xxxxxx Xxxxxxx”) and BlackRock
Distributors, Inc. (“Fund Party”) entered into a Broker-Dealer Agreement
(the “Agreement”) dated as of December 18, 1996;
WHEREAS, the parties to
Agreement agree to amend the Agreement to include Xxxxxx Xxxxxxx & Co. as a
party;
WHEREAS, Fund Party serves as
the principal underwriter/distributor of the BlackRock open-end funds. As used
herein, the term “Fund” or “Funds” refers to each such open-end fund except for
the investment portfolios of (i) BlackRock Liquidity Funds,
(ii) Xxxxxxx Xxxxx Funds for Institutions Series, (iii) FDP
Series, Inc. and (iv) Managed Account Series;
WHEREAS, Xxxxxx Xxxxxxx wishes
to offer shares of the Funds through one or more fee-based advisory accounts
that it makes available to clients (the “Accounts”):
WHEREAS, Xxxxxx Xxxxxxx has
requested that Fund Party waive the minimum amounts required for initial and
subsequent purchase payments for purchases made through the
Accounts.
NOW, THEREFORE, the parties
hereby agree to amend the Agreement as follows:
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1.
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Fund
Party agrees that Xxxxxx Xxxxxxx may offer the Class A shares of the
Funds to clients who purchase the Funds through an Account, and that such
purchases are eligible to be made at net asset value under the terms of
each Fund’s current prospectus.
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2.
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Fund
Party agrees that the minimum amounts disclosed in the prospectus for
initial and subsequent purchases will not apply to purchases by Xxxxxx
Xxxxxxx clients through one of the
Accounts.
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3.
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All
other provisions of the Agreement shall remain in full force and
effect.
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4.
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This
Amendment shall be effective as of December 12,
2006.
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IN WITNESS WHEREOF, each of
the parties has caused this Amendment to be executed by their duly authorized
officer.
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XXXXXX
XXXXXXX XX INC.
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By:
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/s/
Xxxxxxx XxXxxxx
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Date:
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December 12,
2006
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Managing
Director
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BLACKROCK
DISTRIBUTORS, INC.
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By:
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/s/
XXXXX XX XXXXXXX
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Date:
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1-4-07
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Name:
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XXXXX
XX XXXXXXX
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Title:
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VP
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Acknowledged
by:
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XXXXXX
XXXXXXX & CO.
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Date:
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December 12,
2006
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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Managing
Director
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5
September 11,
2008
Re:
Amendment to
Agreement(s)
Dear
Sir or Madam:
Currently,
your firm has an agreement (“Agreement” or “Agreement(s)”) with BlackRock
Distributors, Inc. (“BDI”) and/or BlackRock Advisors, LLC relating to sales
of the BlackRock open-end mutual funds pursuant to which you may provide one or
more of the following types of services under the Agreement: general shareholder
liaison, distribution and sales support, distribution and marketing support,
operational and/or recordkeeping services, networking services and/or
sub-accounting services with respect to certain BlackRock open-end mutual funds
(collectively, the “Funds”) in return for certain payments.
Effective
as of October 1, 2008, BlackRock Investments, Inc. (“BII”) will
replace BDI as distributor to the Funds. Therefore, we are proposing that your
Agreement(s) be amended to replace BDI with BII.
In
addition this letter confirms that, under the terms of the applicable
prospectuses and 12b-1 Plans for the Funds underwritten by BII, and consistent
with BII’s course of dealing with your firm and pursuant to such Agreement(s),
any Rule 12b-1 fees that BII may pay to your firm pursuant to the terms of
your Agreement(s) will only derive from Rule 12b-1 fees actually
received by BII from the applicable Fund, and, consistent with guidelines from
the Financial Industry Regulatory Authority, Inc. and the Securities and
Exchange Commission, any Rule 12b-1 and/or service fees are not payable by
BII to your firm unless and until received by the applicable Fund.
This
letter also confirms that once BII receives such service and 12b-1 fees from the
applicable Fund, commissions or other payments will be paid to your firm in the
same manner and time frame to which your firm is accustomed to receiving such
fees (so long as such fees are included under the terms of your
Agreement(s)).
We
are hereby notifying your firm of our intent to revise our existing agreement to
replace BDI with BII and to add in additional language regarding the preceding
paragraph. While we also ask that you indicate acceptance of the amendment to
the Agreement(s) by signing, dating and returning to us a copy of the
attached Amendment, any transaction you submit to us on or after October 1,
2008 will be deemed to evidence your firm’s consent to this revision to our
existing Agreement(s).
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, XX 00000
Tel
000.000.0000
xxx.xxxxxxxxx.xxx
6
If
you object to the Amendment, please contact Xxxxx Xxxx Xxxxx at 000-000-0000
immediately. If we do not hear from you within ten (10) days from the date
of this letter, we will assume that you do not have any objections to the
Amendment.
Please
sign and date the Amendment and mail it to:
BlackRock
Investments, Inc.
00
Xxxx 00 xx Xxxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxx Xxxx Xxxxx
We
appreciate your cooperation.
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Sincerely,
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/s/
Xxx Xxxxx
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Xxx
Xxxxx
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Managing
Director
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BlackRock
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7
Amendment to Agreement
(s)
You
(“Service Organization”) have entered into one or more agreements (“Agreement”
or “Agreement(s)”) with BlackRock Distributors, Inc. (“BDI”) and/or
BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds
pursuant to which you may provide one or more of the following types of services
under the terms of your Agreement(s): general shareholder liaison, distribution
and sales support, distribution and marketing support, operational and/or
recordkeeping services, networking services and/or sub-accounting services in
return for certain payments. The parties to the Agreement(s) hereby agree
that effective as of October 1, 2008, each such Agreement is hereby amended
to indicate that BlackRock Investments, Inc. (“BII”) shall replace BDI as a
contracting party, and each reference to BDI in the Agreement shall be replaced
with a reference to BII. Service Organization hereby consents to BII succeeding
to all of BDI’s rights, obligations, interests and liabilities under the
Agreements and to the substitution in all respects of BII for BDI as a party to
the Agreements.
The
parties to the Agreement(s) agree that, under the terms of the Prospectuses
and 12b-1 Plans for the Funds underwritten by BII and consistent with BII’s
course of dealing with your firm and pursuant to such Agreement(s), any
Rule 12b-1 fees that BII may pay to your firm in connection with
distribution and/or shareholder services and pursuant to the terms of your
firm’s Agreement(s), if applicable, will only derive from Rule 12b-1 fees
actually received by BII from the applicable Fund, and consistent with
guidelines from the Financial Industry Regulatory Authority, Inc. and the
Securities and Exchange Commission, any Rule 12b-1 and/or service fees are
not payable by BII to your firm unless and until received by the applicable
Fund.
This
amendment confirms that once BII receives such service and/or 12b-1 fees from
the applicable Fund, commissions or other payments will be paid to your firm in
the same manner and time frame to which your firm is accustomed to receiving
such fees (so long as such fees are included under the terms of your
Agreement(s)).
*************
To
the extent that provisions of the Agreement(s) and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement(s) shall remain unchanged and in
full force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
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Agreed
and Accepted:
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Firm
Name:
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BlackRock
Investments, Inc.
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Signature:
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Signature:
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Name:
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Name:
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Title:
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Title:
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Dated:
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,
2008
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Dated:
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,
2008
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BlackRock
Distributors, Inc.
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Signature:
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Name:
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Title:
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Dated:
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,
2008
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9
THIRD
AMENDMENT TO BROKER-DEALER AGREEMENT
WHEREAS, Xxxxxx Xxxxxxx &
Co., Inc., Xxxxxx Xxxxxxx XX Inc., (“Xxxxxx Xxxxxxx”) and BlackRock
Investments, Inc. which replaced BlackRock Distributors, Inc. (“Fund
Party”) entered into a Broker-Dealer Agreement, as amended (the “Agreement”)
effective as of December 18, 1996;
NOW, THEREFORE, the parties
hereby agree to amend the Agreement as follows:
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1. Fund
Party agrees that Xxxxxx Xxxxxxx may offer the Institutional shares of the
Funds to clients who purchase the Funds, and that such purchases are
eligible to be made at net asset value under the terms of each Fund’s
current prospectus.
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2.
All references to Investor A shares shall include Institutional
shares.
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3.
All other provisions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, each of
the parties has caused this Amendment to be executed by their duly authorized
officer.
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By:
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Date:
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Name:
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Title:
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BLACKROCK
INVESTMENTS, INC.
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By:
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Date:
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Name:
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Title:
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Acknowledged
by:
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XXXXXX
XXXXXXX & CO.
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By:
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Date:
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Name:
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Title:
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00
XXXXXX
XXXXXXXXX TO BROKER-DEALER AGREEMENT
WHEREAS,
Xxxxxx Xxxxxxx XX Inc., the predecessor entity to Xxxxxx Xxxxxxx & Co.
Incorporated (“Xxxxxx Xxxxxxx”) and BlackRock Distributors, Inc. (“BDI”),
the predecessor entity to BlackRock Investments, Inc. (“Fund Party”)
entered into a Broker-Dealer Agreement (the “Agreement”) dated as of
December 18, 1996, as amended;
WHEREAS,
the parties to the Agreement agree to amend the Agreement to replace BDI as a
party to the agreement, as of October 1, 2008, with the successor
distributor, BlackRock Investments, Inc., (“BII”);
WHEREAS,
Fund Party serves as the principal underwriter/distributor of the BlackRock
open-end funds and BlackRock closed-end funds.
WHEREAS,
Xxxxxx Xxxxxxx offers shares of the open-end mutual funds distributed by BII
through one or more accounts that it makes available to clients;
WHEREAS,
the parties agree to amend the Agreement so that it applies to the sale of
shares of certain BlackRock closed-end investment companies;
NOW,
THEREFORE, the parties hereby agree to amend the Agreement as
follows:
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In
accordance with the foregoing, this letter agreement hereby amends,
modifies and supplements the Agreement in the manner set forth
below:
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1)
Amendment of Certain
Terms used in the Agreement.
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a)
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The
parties agree to amend the following
terms:
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i)
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The
term “Fund” or “Funds” refers to certain closed-end investment companies
and certain open-end investment companies except for the investment
portfolios of (i) BlackRock Liquidity Funds, (ii) Xxxxxxx Xxxxx
Funds for Institutions Series, (iii) FDP Series, Inc. and
(iv) Managed Account Series;
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ii)
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The
defined term “NASD” as used throughout the Agreement shall be construed to
include its successor, the Financial Industry Regulatory Authority and any
subsequent successor agency.
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2)
Substitution and Assignment of Parties.
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a)
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The
parties agree that BII has assumed all of BlackRock
Distributors, Inc.’s rights, obligations and duties under the terms
of the Agreement.
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b)
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The
parties agree that Xxxxxx Xxxxxxx & Co. Incorporated has assumed
all of Xxxxxx Xxxxxxx XX Inc.’s rights, obligations and duties under the
terms of the Agreement. All references in the Agreement to Xxxxxx Xxxxxxx
shall refer to Xxxxxx Xxxxxxx & Co.
Incorporated.
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3)
Additional Items
Specific to Closed-End Investment Companies.
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i)
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The
following shall be added as Section 17 to the
Agreement:
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Repurchase of Closed-End
Investment Company Shares. Xxxxxx Xxxxxxx expressly acknowledges and
understands that shares of any closed-end Fund will not be repurchased by either
the respective closed-end Fund (other than through repurchase offers, tender
offers or open-market purchases initiated by the respective closed-end Fund from
time to time, if any) or BII, and that unless listed on a stock exchange, no
secondary market for the shares of any such closed-end Fund exists currently or
is expected to develop. Xxxxxx Xxxxxxx also expressly acknowledges and agrees
that, in the event
11
Xxxxxx
Xxxxxxx’x customer cancels their order for such shares after confirmation, such
shares may not be repurchased, remarketed or otherwise disposed of by or through
BII. Any representation as to a repurchase offer or a tender offer by a
closed-end Fund, other than that which is set forth in its then current
Prospectus or the repurchase offer notice, is expressly prohibited.
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ii)
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The
following shall be added as Section 18 to the
Agreement:
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Repurchase Offer
Notice. In connection with any tender offer or repurchase offer for
shares of closed-end Funds, Xxxxxx Xxxxxxx agrees to deliver or cause to be
delivered to each person to whom any such offer is made, a copy of the
repurchase offer notice provided by the respective Fund.
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4)
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All
other provisions of the Agreement shall remain in full force and
effect.
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5)
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This
Amendment shall be effective as of January 1,
2009.
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6)
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The
validity, interpretation, construction and performance of this Fourth
Amendment to the Agreement shall be governed by the laws of the State of
New York.
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7)
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This
amendment may be executed in any number of counterparts, any one of which
need not contain the signatures of more than one party, but all of such
counterparts together shall constitute one
agreement.
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Please
confirm your acknowledgment of, and consent to, the terms of this amendment of
the Agreement as described above by signing and returning a copy of this letter
to the undersigned.
IN
WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by
their duly authorized officer.
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By:
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Date:
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Managing
Director
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By:
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Date:
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Name:
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Xxxx
Xxxxxxxx
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| Title: | Managing Director | |||||
12
